-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J76SqFXf5DDcvZzyO7IH9FqKOljOKy0Y00kJKGJvVyu35DvAWtDCcrG0yTNFVqMU sfT1fwfOUPQPFQNunXqDNw== 0000950152-06-004564.txt : 20060517 0000950152-06-004564.hdr.sgml : 20060517 20060517152600 ACCESSION NUMBER: 0000950152-06-004564 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060517 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060517 DATE AS OF CHANGE: 20060517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WARWICK VALLEY TELEPHONE CO CENTRAL INDEX KEY: 0000104777 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 141160510 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11174 FILM NUMBER: 06848980 BUSINESS ADDRESS: STREET 1: 47 49 MAIN ST CITY: WARWICK STATE: NY ZIP: 10990 BUSINESS PHONE: 9149861101 MAIL ADDRESS: STREET 1: 47 49 MAIN ST STREET 2: PO BOX 592 CITY: WARWICK STATE: NY ZIP: 10990 8-K 1 l20401ae8vk.htm WARWICK VALLEY TELEPHONE COMPANY 8-K Warwick Valley Telephone Company 8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 17, 2006
Warwick Valley Telephone Company
(Exact name of registrant as specified in its charter)
     
0-11174
(Commission File No.)
  14-1160510
(I.R.S. Employer Identification No.)
New York
(State or other jurisdiction of incorporation or organization)
47 Main Street
Warwick, New York 10990
(845) 986-8080

(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:
o   Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 1.01. Entry into a Material Definitive Agreement.
SIGNATURES


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Item 1.01. Entry into a Material Definitive Agreement.
On January 31, 2006, the Company announced that it has decided to explore all strategic alternatives available to it and that it has engaged the investment banking firm of Stifel, Nicolaus & Company, Incorporated (“Stifel”) to help it in doing so. As is customary practice in situations such as this, on May 11, 2006 the Company entered into retention agreements with both its President and CEO, Herbert Gareiss, Jr. and its Vice President, Chief Financial Officer and Treasurer, Michael A. Cutler. The agreements, which are substantially identical, are intended to secure the services of the executive officers until the engagement of the investment bankers comes to an end or eighteen months after the retention agreements were executed. If the respective executive officer continues to be employed by the Company at that time, he will receive $200,000 from the Company. He will also receive that amount if his employment is terminated earlier without cause.

 


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  WARWICK VALLEY TELEPHONE COMPANY
(Registrant)
 
 
Date: May 17, 2006  By:   /s/ Herbert Gareiss, Jr.    
    Name:   Herbert Gareiss, Jr.   
    Title:   President   
 

 

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